Sophos MSP Elevate Program

Supplemental Agreement

MSP REPRESENTS AND WARRANTS THAT MSP HAS PREVIOUSLY AGREED TO THE SOPHOS MANAGED SERVICE PROVIDER AGREEMENT (the “MSP AGREEMENT”), THE TERMS OF WHICH ARE INCORPORATED INTO THIS SOPHOS MSP ELEVATE PROGRAM SUPPLEMENTAL AGREEMENT, AND HAS BEEN APPROVED BY SOPHOS TO PARTICIPATE IN SOPHOS MSP CONNECT FLEX.

BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, THE MANAGED SERVICE PROVIDER (“MSP”) AGREES TO THE TERMS AND CONDITIONS OF THIS SOPHOS MSP ELEVATE PROGRAM (THE “SUPPLEMENTAL AGREEMENT”). AN INDIVIDUAL ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT IS ACCEPTING ON BEHALF OF THE MSP AND REPRESENTS THAT S/HE HAS THE AUTHORITY TO BIND THE MSP TO THIS AGREEMENT.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS SUPPLEMENTAL AGREEMENT, YOU WILL NOT HAVE THE STATUS OF A SOPHOS MSP ELEVATE PARTNER AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE, OR PERMIT BENEFICIARIES TO ACCESS OR USE, THE ELEVATE BENEFITS.

1. DEFINITIONS

“Effective Date” means the date of MSP’s receipt of approval to join the Sophos MSP Elevate Program.

“Elevate Minimum Monthly Commitment” is the minimum monthly purchase amount, as set forth in the Price List, reflected in USD or equivalent in local currency, for MSP participants of MSP Connect with Flex and the MSP Elevate Program, wherein MSP commits to paying the greater of (i) the Elevate Minimum Monthly Commitment, as listed in the Price List, or (ii) the total aggregate actual usage in arrears, for each calendar month.

“Elevate Benefits” means access to exclusive product offerings, product bundles, services, and other benefits, as described in the Documentation on the Partner Portal or otherwise provided upon request.

“Elevate Program” means the Sophos MSP Elevate Program, a Sophos MSP partner program designed to incentivize Flex MSPs to commit to minimum monthly billings (“Elevate Monthly Minimum Commitment”) for the duration of the Term Commitment with access to exclusive product offerings, product bundles, services, and other benefits (the “Elevate Benefits”).

“Term Commitment” means twelve (12) calendar months from the Effective Date.

2. PROGRAM OVERVIEW.

2.1 MSP Application and Acceptance to Elevate Program: MSP shall apply to the Elevate Program by accepting the terms of this Supplemental Agreement. Sophos has sole discretion to determine whether MSP shall be admitted to the MSP Elevate Program. Sophos’s decision may be based on, but not limited to, historical sales performance, Sophos Partner Program level, certification, training, and/or a joint business plan between Sophos and the MSP. Sophos shall notify MSP of its acceptance and approval to join the MSP Elevate Program in writing, including by e-mail or notification to MSP on the Partner Portal.

2.2 MSP Elevate Minimum Monthly Commitment. From the Effective Date, the MSP shall be billed for (i) the MSP’s total aggregate actual usage each calendar month in arrears, or the (ii) the Elevate Monthly Minimum Commitment, as indicated in the Price List, whichever is greater. If MSP fails to pay Sophos or the relevant authorized Sophos distributor by the due date, MSP shall be liable for payment of its Elevate Minimum Monthly Commitment for the remainder of its current twelve month term, Sophos shall revoke MSP’s status as a Sophos MSP Elevate Partner, MSP will no longer be authorized to access or use, or permit Beneficiaries to access or use, the Elevate Benefits, and, in addition to Sophos’s other rights, Sophos may require that MSP revert to the purchase of advance subscriptions in accordance with section 3.3.4 of the MSP Agreement.

3. TERM AND TERMINATION.

3.1 Term: This Supplemental Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) calendar months (“Initial Term”). This Supplemental Agreement shall automatically renew for an additional twelve (12) calendar month term on the anniversary date (each a “Renewal Term”) until terminated by either party.

3.2 Termination: Any party may terminate this Supplemental Agreement with at least 60 days’ written notice prior to the next term renewal. If the MSP Agreement between Sophos and the MSP is terminated by either party, then this Supplemental Agreement shall automatically terminate as of the termination effective date of the MSP Agreement between the parties.

3.3 Termination for Cause: Any party may terminate this Supplemental Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days following written notice.

4. GENERAL PROVISIONS.

4.1 Confidentiality: Each party agrees to keep confidential all non-public information disclosed by the other party.

4.2 Waiver. Failure by either party to enforce any particular term or condition of this Supplemental Agreement shall not be construed as a waiver of any of its rights under it.

4.3 Governing Law: This Supplemental Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated in the Sophos MSP Agreement and any disputes between the parties shall be resolved as indicated in the Sophos MSP Agreement.

4.4 Conflicts: In the event of a conflict between the terms and conditions of this Supplemental Agreement and the Sophos MSP Agreement applicable to the parties, the terms and conditions of this Supplemental Agreement shall prevail with respect to the parties’ rights and obligations connected to the Sophos MSP Elevate Program. All other terms and conditions of the Sophos MSP Agreement shall remain in full force and effect.

By signing this application, you are acknowledging that you are authorized to bind the Managed Service Provider, and that the information provided is true and accurate to the best of your knowledge, and that on behalf of the Managed Service Provider you have accepted the above terms of the Sophos MSP Elevate Program Supplemental Agreement